Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. So long as any Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 19 contracts

Samples: Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)

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Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales of obsolete assets and sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 10 contracts

Samples: Note and Warrant Purchase Agreement (Quest Oil Corp), Note and Warrant Purchase Agreement (Interlink Global Corp), Note and Warrant Purchase Agreement (Glowpoint Inc)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 5 contracts

Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except (i) for (A) sales of obsolete assets and sales to customers in the ordinary course of business; business and (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (Cii) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 5 contracts

Samples: Note and Warrant Purchase Agreement (Technoconcepts, Inc.), Note and Warrant Purchase Agreement (Merchandise Creations, Inc.), Note and Warrant Purchase Agreement (Technoconcepts, Inc.)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales of obsolete assets and sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 5 contracts

Samples: Note and Warrant Purchase Agreement (Eden Energy Corp), Note and Warrant Purchase Agreement (Silver Star Energy Inc), Note and Warrant Purchase Agreement (Apollo Resources International Inc)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any material amount of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) , sales of assets not in excess inventory to subcontractors, sales or assignments of 25% of accounts receivable to the Company’s total assets as shown on its balance sheet; 's contract manufacturers or (C) with their lenders, without the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 4 contracts

Samples: Note and Warrant Purchase Agreement (Telenetics Corp), Note and Warrant Purchase Agreement (Telenetics Corp), Note and Warrant Purchase Agreement (Telenetics Corp)

Disposition of Assets. So long as any Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; or (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstandingPurchaser.

Appears in 4 contracts

Samples: Securities Purchase Agreement (MedPro Safety Products, Inc.), Securities Purchase Agreement (MedPro Safety Products, Inc.), Securities Purchase Agreement (MedPro Safety Products, Inc.)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 3 contracts

Samples: Note and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.), Note and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.), Note and Warrant Purchase (Bioforce Nanosciences Holdings, Inc.)

Disposition of Assets. So long as any Notes remain remains outstanding, neither the Company Company, nor any Subsidiary of its Subsidiaries shall sell, transfer or otherwise dispose of any of its material properties, assets and rights including, without limitation, its software technology and intellectual property, to any person except for (Ai) sales to customers in the ordinary course of business; business (Bii) sales of assets not in excess of 25% of or transfers between the Company’s total assets as shown on its balance sheet; , the Subsidiaries (iii) disposition of obsolete or worn out technology or equipment or (Ciiv) otherwise with the prior written consent of the holders of a majority of the holders of Notes then outstanding (the Notes and Warrants then outstanding“Majority Holders”).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.), Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any material amount of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales of obsolete assets and sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (FLO Corp), Note and Warrant Purchase Agreement (FLO Corp)

Disposition of Assets. So long as any Notes remain remains outstanding, neither the Company Company, nor any Subsidiary of its Subsidiaries shall sell, transfer or otherwise dispose of any of its material properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (Ai) sales to customers in the ordinary course of business; business (Bii) sales of assets not in excess of 25% of or transfers between the Company’s total assets as shown on its balance sheet; , the Subsidiaries (iii) disposition of obsolete or worn out equipment or (Ciiv) otherwise with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 2 contracts

Samples: Securities Purchase Agreement (ID Global Solutions Corp), Securities Purchase Agreement (ID Global Solutions Corp)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Medix Resources Inc), Note and Warrant Purchase (Systems Evolution Inc)

Disposition of Assets. So long as any Notes remain outstanding, neither the Company Company, nor any Subsidiary of its Subsidiaries shall sell, transfer or otherwise dispose of any of its material properties, assets and rights including, without limitation, its software and intellectual property, to any person except for for: (Ai) sales to customers in the ordinary course of business; (Bii) sales or transfers between the Company and its Subsidiaries; (iii) disposition of assets not in excess of 25% of the Company’s total assets as shown on its balance sheetobsolete or worn out equipment; or (Civ) otherwise with the prior written consent of the holders Majority Holders (as defined in Section 7.3 of a majority of the holders of the Notes and Warrants then outstandingthis Agreement”).

Appears in 2 contracts

Samples: Note Purchase Agreement (Youngevity International, Inc.), Note Purchase Agreement (Youngevity International, Inc.)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstandingPurchasers.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Speedcom Wireless Corp)

Disposition of Assets. So long as any Notes or Preferred Stock remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Notes, Preferred Stock and/or Warrants then outstanding.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Juma Technology Corp.)

Disposition of Assets. So long as any the Notes remain --------------------- outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstandingPurchasers.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Speedcom Wireless Corp)

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Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any of its material properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (Ai) sales to customers in the ordinary course of business; , (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (Cii) with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding, or (iii) in connection with a Subsequent Financing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp)

Disposition of Assets. So long as any Notes Warrants remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (Ai) sales to customers in the ordinary course of business; , (Bii) sales of assets not in excess of 25% or transfers between the Company and its Subsidiaries or between Subsidiaries of the Company’s total assets as shown on its balance sheet; , or (Ciii) otherwise with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Artistry Publications Inc)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any material amount of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (C) with , without the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants NOTES then outstanding.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Team Sports Entertainment Inc)

Disposition of Assets. So long as any the Notes remain ---------------------- outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except (i) for (A) sales of obsolete assets and sales to customers in the ordinary course of business; business and (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; or (Cii) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Charys Holding Co Inc)

Disposition of Assets. So long as any Notes the Note and/or Warrant remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority holder of the holders of the Notes and Warrants then outstandingNote.

Appears in 1 contract

Samples: Stock Purchase Agreement (Total Luxury Group Inc)

Disposition of Assets. So long as any Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (Ai) sales to customers in the ordinary course of business; , (Bii) sales of assets not in excess of 25% of or transfers between the Company’s total assets as shown on its balance sheet; Company and the Subsidiaries, or (Ciii) otherwise with the prior written consent of the holders of a majority of the holders of the Notes and Warrants then outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (MOQIZONE HOLDING Corp)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) sales of obsolete assets and sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.. Page19

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Interlink Global Corp)

Disposition of Assets. So long as any the Notes remain outstanding, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (Ai) sales to customers in the ordinary course of business; (Bii) sales or transfers of equipment in the ordinary course of business because such equipment is obsolete or no longer necessary; (iii) sales of assets not in excess shares of 25% common stock of the Company’s total assets as shown on its balance sheetInfoTech Enterprises Limited; or (Civ) with the prior written consent of the holders of a majority of the holders principal amount of the Notes and Warrants then outstanding.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Analytical Surveys Inc)

Disposition of Assets. So long as any Notes remain outstandingprincipal amount remains outstanding on any Note, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of any of its properties, assets and rights including, without limitation, its software and intellectual property, to any person except for (A) licenses or sales to customers in the ordinary course of business; (B) sales of assets not in excess of 25% of the Company’s total assets as shown on its balance sheet; business or (C) with the prior written consent of the holders of a majority of the holders aggregate outstanding principal balance of the Notes and Warrants then outstandingall Notes.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (NovaRay Medical, Inc.)

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